RecDoc 2022-044650 CONF South Main Mixed-Use Project

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at its option, make the necessary repairs, replacements or perform the necessary reconstruction and Developer will pay to City upon demand the actual cost of such repairs, replacements or reconstruction. 16. Sewer Improvement Credit. In connection with development of the Project, Developer has agreed to City's request for Developer to construct or cause to be constructed a replaced and upsized pipe of 872 linear feet in Beech Street ("Beech Upsizing"). Developer is entitled to a credit against the Inflow and Infiltration fees (1/1 Fees") due to the City for the Project based on the Beech Upsizing. The credit for the Beech Upsizing is based on the 1/1 credit of Three Hundred Dollars ($300) per lineal foot of replacement for a total credit of Two Hundred Sixty -Two Thousand, Two Hundred Dollars ($262,200). The application of the credit shall be considered the City's full contribution for the construction of the Beech Upsizing and there shall be no additional reimbursement from the City based on actual costs. 17. Developer Not Agent of City. Neither Developer nor Developer's contractors, subcontractors, agents, officers, or employees are agents or employees of City and Developer's relationship to City, if any, arising herefrom is strictly that of an independent contractor. 18. Indemnification. 18.1 Neither City, nor its officers, agents nor employees, will be liable or responsible for any accident, injury, loss, or damage to either property or person attributable to or arising out of the construction or installation of the Improvements. Developer will indemnify, hold harmless and defend City, its officers, agents and employees, from and against any and all losses, claims, costs, expenses, liabilities, damages, actions, causes of action and judgments, including reasonable attorneys' fees, arising out of or attributable to Developer's performance under this Agreement. Notwithstanding the forgoing, Developer will not be obligated under this Agreement to defend and/or indemnify City to the extent that any of the accident, injury, loss or damage is solely caused by the gross negligence or willful misconduct of City or its agents or employees. 18.2 Developer's obligations under this Section 18 are not conditioned, offset, waived or dependent upon City, or its officers, agents and employees, whether City prepared, supplied or reviewed any Improvement Plans or related specifications in connection with the Project or the Improvements, or whether City has insurance or other indemnification covering any of these matters. 18.3 Developer's obligation to indemnify, hold harmless and defend City will extend to injuries to persons and damages to or alleged taking of property resulting from the design or construction of the Project, and the Improvements required herein, and will likewise extend to adjacent property owners asserting claims based upon the diversion of waters caused by Developer's design or construction of public drainage systems, streets, and other public facilities or Improvements. The City's acceptance of the Improvements will not constitute an REV: 04-07-2022 SK ATTY/AGR.2022.083/South Main SIA (Page 10 of 26)